WARRANT ASSIGNMENT
THIS WARRANT ASSIGNMENT AGREEMENT, dated as of July 6, 2004 (the
"Agreement"), is entered into by and among Stanford Venture Capital Holdings,
Inc., a Delaware corporation ("Stanford"), Xxxxxx X. Xxxxx ("Xxxxx"), Xxxxxx X.
Xxxxx ("Xxxxx"), Xxxxxxx X. Xxxxxxxxxx ("Fusselmann") and Xxxxxxx Pi ("Pi" and
together with Xxxxx, Xxxxx and Fusselmann each an "Assignee" and collectively
the "Assignees").
W I T N E S S E T H:
WHEREAS, effective as of the date hereof, Health Systems Solutions,
Inc., a Nevada corporation ("HSS") entered into a certain Warrant Purchase
Agreement by and among HSS and Stanford (the "Securities Purchase Agreement");
WHEREAS, pursuant to, and in accordance with, the Securities Purchase
Agreement, Stanford purchased and HSS sold and issued warrants to purchase up to
an aggregate of 720,000 shares of HSS common stock (the "HSS Warrants");
WHEREAS, for value received, Stanford agreed to assign and transfer
unto each Assignee HSS Warrants exercisable for 90,000 HSS Warrant Shares (as
hereinafter defined) (the "HSS Assigned Warrants") with each share of common
stock represented by the HSS Warrants ("HSS Warrant Shares") exercisable at an
exercise price per HSS Warrant Share of $0.001;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
X. Xxxxxxxx hereby assigns and transfers unto each Assignee, 90,000 HSS
Warrant Shares exercisable at an exercise price per HSS Warrant Share
of $0.001.
B. The parties hereto hereby covenant and agree to take all such action as
may be necessary or appropriate in order to carry out the actions set
forth herein.
C. This Agreement shall be governed by and interpreted in accordance with
the laws of the State of Florida, without regard to its principles of
conflict of laws.
D. This Agreement supersedes all prior agreements and understandings among
the parties hereto with respect to the subject matter hereof. This
Agreement, constitutes the entire agreement among the parties hereto
with respect to the subject matters hereof and thereof, and supersedes
all prior agreements and understandings, whether written or oral, among
the parties with respect to such subject matters.
E. This Agreement shall inure to the benefit of, and be binding upon the
successors and assigns of each of the parties hereto, including any
transferees of the Warrants.
F. This Agreement may be signed in one or more counterparts, each of which
shall be deemed an original and all of which, when taken together, will
be deemed to constitute one and the same agreement.
*Signatures on Following Page*
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
Stanford Venture Capital Holdings, Inc. "Assignees"
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By: Xxxxxxx X. Xxxxxxxxxx
Title: 000 Xxxxxxx Xxxx., #000
Xxx Xxxxxxxx, Xxxxxxx 00000
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Xxxxxx X. Xxxxx
0000 Xxxxxxx Xxxxx
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Xxxxxx X. Xxxxx
0000 Xxxxxxx Xxxx
Xxxxx Xxxxx, Xxxxxxx 00000
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Xxxxxxx Pi
0000 XX 000xx Xxxxxx
Xxxxxxxxx, Xxxxxxx 00000
